Satsuma Technology has missed the final proxy voting deadline on a proposal that would see the company sell all of its Bitcoin and delist from the London Stock Exchange, leaving the next decision point at a shareholder meeting scheduled for July 20.
If both special resolutions pass, Satsuma will begin a process to dispose of all of its Bitcoin, return net cash, and cancel its listing. As of June 30, the company held 668.48 BTC.
Each of the two special resolutions requires at least 75% support, and each depends on the other. If either one fails, neither the capital return nor the delisting will go ahead. The deadline applied to paper, online, and CREST proxy votes, though eligible shareholders can still vote in person at the July 20 meeting.
Proposal came from shareholders holding more than 20% of issued capital
The proposal was submitted by shareholders representing more than 20% of Satsuma’s issued share capital. The board agreed to place it on the agenda without requiring a formal application.
The six-member board is divided. Four directors have recommended voting against the proposal, while two support it.
Trading was suspended on July 1
Trading in Satsuma shares was suspended at 7:30 a.m. on July 1. The company said the unresolved vote meant directors and auditors could not assess the company’s prospects in time to publish audited accounts by June 30.
Satsuma said it expects to complete those accounts by the end of the month and that trading could resume once it has approval from the Financial Conduct Authority.
June 30 balance sheet snapshot put the BTC stake at £29.44 million
Satsuma’s June 30 circular said its 668.48 BTC position was valued at £29.44 million, while total net asset value stood at £33.23 million. The report also showed a 0.80x price-to-book ratio, no debt, and no other material liabilities.
The company’s average cost per Bitcoin was £84,026, leaving it with a paper loss of £39,984 per coin at that time.
Using CryptoSlate’s July 16 Bitcoin price of £48,372.69, the company’s June 30 holdings would be worth about £32.34 million. The source article said that figure was not a distribution estimate, but it framed the decision facing shareholders: keep a listed vehicle trading below the value of its Bitcoin holdings, or seek to monetize the assets after costs.
If approved, the disposal and payout process could start in August
If both votes pass and the remaining approvals are obtained, the company’s indicative timetable calls for the sale of all Bitcoin on or around Aug. 3 and the issue of one non-tradeable B share for each ordinary share on or around Aug. 4.
After deducting a £2 million operating cash reserve as well as transaction and termination costs, the cash proceeds from the sale would be distributed to B-share holders. A court confirmation hearing is expected on Sept. 8, delisting is scheduled for Sept. 14, and payment is due to be completed by Sept. 28.
Satsuma said all of those dates remain conditional.
If the resolutions fail, the company says its treasury strategy stays in place
If either resolution does not pass, the proposal will not trigger a Bitcoin sale and will not result in a delisting. Satsuma said it would continue with its treasury strategy in that case, while the share suspension would depend on the publication of accounts and approval from the Financial Conduct Authority.
July 3 update separated convertible loan note holders
In a July 3 update, Satsuma separated former CLN1 and CLN2 convertible loan note holders because the proposed pro-rata distribution would produce sharply different returns relative to original investment.
The company presented example returns per £100 invested under a Bitcoin price scenario of $59,923. It said those numbers were illustrative rather than predictive, and that they already deducted estimated transaction costs and the £2 million operating reserve. The assumptions also included former CLN holders still owning their shares, while the CLN1 warrant scenario deducted about £3.2 million in warrant exercise proceeds.